US Foods Holding Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Share Repurchase Programs On November 2, 2022, our Board of Directors approved a share repurchase program (“2022 Share Repurchase Program”) under which the Company was authorized to repurchase up to $500 million of its outstanding common stock. On June 1, 2024, the Board approved, and on June 5, 2024, the Company announced, an increase in the amount of common stock that could be purchased under the 2022 Share Repurchase Program to $1 billion (collectively, the “Original Share Repurchase Program”). On May 7, 2025, the Board of Directors approved, and on May 8, 2025, the Company announced, a new share repurchase program (“New Share Repurchase Program”) under which the Company is authorized to repurchase up to an additional $1 billion of its outstanding common stock. As of June 28, 2025, there were no remaining funds authorized under the Original Share Repurchase Program and approximately $802 million in remaining funds authorized under the New Share Repurchase Program. For the 13 weeks ended June 28, 2025, the Company repurchased 701,813 shares at an aggregate purchase price of approximately $52 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax, and 2,527,678 shares at an aggregate purchase price of approximately $198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax. For the 26 weeks ended June 28, 2025, the Company repurchased 1,029,813 shares at an aggregate purchase price of approximately $75 million under the Original Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax, and 2,527,678 shares at an aggregate purchase price of approximately $198 million under the New Share Repurchase Program inclusive of fees, commissions, and the related 1% excise tax. The following table summarizes repurchases of US Foods common stock for the three periods ended June 28, 2025: Period (Millions of dollars, except number and price per share) Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1) March 30, 2025 through May 3, 2025 — $ — — $ 52 May 4, 2025 through May 31, 2025 2,448,152 76.78 2,448,152 864 June 1, 2025 through June 28, 2025 781,339 79.35 781,339 802 Total 3,229,491 $ 77.40 3,229,491 (1) The size and timing of any repurchases will depend on a number of factors, including share price, general business and market conditions and other factors. Under the New Share Repurchase Program, repurchases can be made from time to time using a variety of methods, including open market purchases, privately negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The New Share Repurchase Program does not obligate the Company to acquire any particular amount of shares, and the New Share Repurchase Program may be suspended or discontinued at any time at the Company’s discretion. The New Share Repurchase Program does not have an expiration date. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.